Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 6, 2024

reAlpha Tech Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-41839

86-3425507

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

6515 Longshore Loop, Suite 100, Dublin, OH 43017

(Address of principal executive offices and zip code)

(707) 732-5742

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		AIRE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously disclosed, reAlpha Tech Corp. (the “Company”) entered into a Stock Purchase Agreement, dated as of December 3, 2023 (the “First Purchase Agreement”), pursuant to which the Company agreed to acquire from the selling shareholders (the “Sellers”) and representative of the Sellers named therein the issued and outstanding shares of capital of Naamche, Inc., a Delaware corporation (“U.S. Naamche”), not already owned by the Company (the “First Acquisition”). Concurrently with the First Purchase Agreement, the Company entered into a second Stock Purchase Agreement, which was subsequently amended, restated and superseded on February 2, 2024 (the “Amended and Restated Purchase Agreement,” together with the First Purchase Agreement, the “Purchase Agreements”), pursuant to which the Company agreed to acquire all the issued and outstanding shares of capital of Naamche, Inc. Pvt. Ltd., a corporation formed in the country of Nepal (“Nepal Naamche,” together with U.S. Naamche, “Naamche”) (the “Second Acquisition,” and together with the First Acquisition, the “Acquisitions”). The closing of the Acquisitions were subject to the satisfaction or waiver of certain closing conditions set out in the Purchase Agreements, including the receipt of regulatory approval from the Department of Industries of Nepal.

On May 6, 2024, the Company completed the Acquisitions upon the satisfaction of the closing conditions set forth in the Purchase Agreements, including the regulatory approval by the Department of Industries of Nepal, which was received on March 6, 2024, except for the closing conditions requiring (i) the Sellers to deliver to the Company documentation issued by the appropriate authority in Nepal confirming contributions to the social security fund accounts of Sellers’ current employees in full and (ii) the written confirmation from the Sellers to remove the persons authorized to draw on or to have access to Nepal Naamche’s bank accounts and replace with the persons identified by the Company, both of which closing conditions were waived by the Company. As a result of the Acquisitions, the Company now owns 100% of the issued and outstanding shares of capital stock of Naamche, and both entities will be wholly-owned subsidiaries of the Company.

On May 6, 2024, the Company issued a press release announcing the completion of the Acquisitions. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

The Company has determined that the Acquisitions, separately and together, will not constitute an acquisition of a significant amount of assets (as defined in Instruction 4 of Item 2.01) and, as such, financial statements contemplated by Item 9.01 of Form 8-K are not required to be reported by Form 8-K with respect to such acquisitions.

(b) Pro forma financial information.

The Company has determined that the Acquisitions, separately and together, will not constitute an acquisition of a significant amount of assets (as defined in Instruction 4 of Item 2.01) and, as such, pro forma financial information contemplated by Item 9.01 of Form 8-K is not required to be reported by Form 8-K with respect to such acquisitions.

(d) Exhibits

Exhibit Number		Description

99.1		Press Release, dated May 6, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 6, 2024	reAlpha Tech Corp.

	By:	/s/ Giri Devanur
		Giri Devanur
		Chief Executive Officer

Exhibit 99.1

reAlpha Tech Corp. Completes the Acquisition of Naamche

DUBLIN, Ohio. (May 6, 2024) – reAlpha Tech Corp. (“reAlpha” or the “Company”) (Nasdaq: AIRE), a real estate technology artificial intelligence (“AI”) company, today announces the completion of its previously announced acquisitions of Naamche, Inc. and Naamche, Inc. Pvt. Ltd. (collectively, “Naamche”) (the “Acquisitions”), a technology firm focused on developing AI-powered solutions for large industries, including real estate.

As a result of the Acquisitions, reAlpha added a talented team of 43 AI engineers, developers, UX designers and creatives to its roster, who will conceptualize, design and implement real estate-focused digital products to meet the demand of a rapidly digitizing real estate industry. Furthermore, Naamche’s existing expertise in AI, machine learning (“ML”) and data engineering will enhance reAlpha’s product portfolio and bolster its research and development program. For example, Naamche engineered reAlpha’s recently announced product Claire, its “commission-less” AI platform for real estate property buyers, which is currently under limited availability in Palm Beach, Miami-Dade and Broward counties in the State of Florida.

“This transaction marks a milestone in our strategy to build and scale our capabilities for creating and delivering AI-powered real estate solutions,” said Giri Devanur, CEO of reAlpha. “We are pleased to integrate Naamche’s talented team into our workforce and look forward to our collaboration to continue seeking real-estate focused product innovation.”

“We are excited to join forces with reAlpha and contribute our expertise in AI and technology to help drive innovation in the real estate industry,” said Ramesh Pathak, CEO of Naamche. “Together, we believe we will be well-positioned to develop cutting-edge solutions for the real estate industry and to modernize its digital landscape.”

Naamche was founded in 2020 by Ramesh Pathak, Barun Pandey and Saramsha Dotel.

The Acquisitions, which were previously approved by reAlpha’s Board of Directors, consisted of a purchase price that included a combination of cash and equity. For additional details concerning the terms of the Acquisitions, please see the Company’s Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on December 4, 2023 and February 8, 2024.

About reAlpha Tech Corp.

reAlpha is a real estate technology company with a mission to shape the property technology, or “proptech,” market landscape through the commercialization of artificial intelligence technologies and strategic synergistic acquisitions that complement our business model. For more information about reAlpha, visit www.realpha.com.

About Naamche

Naamche is a provider of data science and analytics, custom AI/ML, data engineering, cross-platform development, and marketplace creation solutions for large industries, including real estate. For more information about Naamche, visit: www.naamche.com.

Forward-Looking Statements

The information in this press release includes “forward-looking statements”. Forward-looking statements include, among other things, statements about the anticipated benefits of the Acquisitions, reAlpha’s ability to anticipate the future needs of the short-term rental market; future trends in the real estate, technology and artificial intelligence industries, generally; and reAlpha’s future growth strategy and growth rate. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; reAlpha’s ability to commercialize its developing AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to integrate the business of Naamche into its existing business and the anticipated demand for Naamche’s services; the inability to maintain and strengthen reAlpha’s brand and reputation; the inability to accurately forecast demand for short-term rentals and AI-based real estate focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha’s SEC filings. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Media

ICR on behalf of reAlpha

media@realpha.com

Cover	May 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 06, 2024
Entity File Number	001-41839
Entity Registrant Name	reAlpha Tech Corp.
Entity Central Index Key	0001859199
Entity Tax Identification Number	86-3425507
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6515 Longshore Loop
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Dublin
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43017
City Area Code	(707)
Local Phone Number	732-5742
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	AIRE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false